UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 4, 2011
____________________________
Quest
Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)
___________________________
Delaware
(State or other jurisdiction of Incorporation)
| 001-12215 | 16-1387862 |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| Three Giralda Farms | |
| Madison, NJ 07940 | 07940 |
| (Address of principal executive offices) | (Zip Code) |
(973)
520-2700
(Registrant’s telephone number, including area code)
____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
To the extent required by Item 5.02 of Form 8-K, the information contained in Item 8.01 of this Current Report is hereby incorporated by reference into this Item 5.02. |
|
Item 8.01 |
Other Events |
On February 4, 2011, Quest Diagnostics Incorporated (the “Company”) waived the applicability of certain provisions of the stockholders’ agreement, dated as of August 16, 1999, as amended, between the Company and a subsidiary of GlaxoSmithKline plc (“GSK”). The provisions would have resulted in the deemed resignation of Mr. John Ziegler, a director of the Company designated by GSK, upon GSK’s sale of all of its holdings of the Company’s common stock on February 4, 2011 (the “GSK Share Sale”). As a result of such waiver, Mr. Ziegler will not be deemed to have resigned upon consummation of the GSK Share Sale and will continue to serve as a director of the Company. |
|
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
February 9, 2011 |
||
QUEST DIAGNOSTICS INCORPORATED |
||
| By: | /s/ William J. O’Shaughnessy, Jr. | |
| Name: William J. O’Shaughnessy, Jr. | ||
| Title: Assistant General Counsel and Secretary | ||